SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ X / Definitive Information Statement
INDUSTRIAL RUBBER INNOVATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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INDUSTRIAL RUBBER INNOVATIONS, INC.
4609 NEW HORIZON BOULEVARD, UNIT 8
BAKERSFIELD, CALIFORNIA 93313
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of Industrial Rubber Innovations, Inc., a Florida corporation (the
"Company"), in connection with the prior receipt by the Board of Directors of
approval by written consent of the holders of a majority of the Company's Common
Stock (the "Voting Capital Stock") of a proposal (the "Proposal") to approve an
amendment (the "Amendment") to the Certificate of Incorporation to effectuate a
100-for-1 reverse stock split of the presently issued and outstanding shares of
common stock.
The Board of Directors believes that it is advisable and in the best
interests of the Company to have available additional authorized but unissued
shares of common stock in an amount adequate to provide for future needs.
This information statement is being first sent to stockholders on or about
September 15, 2000. The Company anticipates that the Amendment will become
effective on or about October 6, 2000.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTE REQUIRED
The vote which was required to approve the Proposal was the affirmative
vote of the holders of a majority of the Company's Voting Capital Stock. Each
holder of Common Stock is entitled to one (1) vote for each share held.
The record date for purposes of determining the number of outstanding
shares of Common Stock of the Company, and for determining stockholders entitled
to vote, is the close of business on September 1, 2000 (the "Record Date"), the
day after the Board of Directors of the Company adopted the resolution setting
forth and recommending the Amendment. As of the Record Date, the Company had
outstanding 50,000,000 shares of Common Stock. Holders of the shares have no
preemptive rights. All outstanding shares are fully paid and nonassessable.
The transfer agent for the Common Stock is Interwest Transfer Co., 1981 4800
South, Suite 100, Salt Lake City, Utah 84117.
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VOTE OBTAINED - SECTION 607.0704 FLORIDA BUSINESS CORPORATION LAW
Section 607.0704 of the Florida Business Corporation Law (the "Florida
Law") provides that the written consent of the holders of the outstanding shares
of Voting Capital Stock, having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, may be substituted for
such a special meeting. Pursuant to Section 607.1003 of the Florida Business
Corporation Law and the Bylaws of the Company, a majority of the outstanding
shares of Common Stock entitled to vote thereon is required in order to amend
the Certificate of Incorporation. In order to eliminate the costs and
management time involved in holding a special meeting and in order to effect the
Amendment as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors of the Company voted to
utilize, and did in fact obtain, the written consent of the holders of a
majority in the interest of the Common Stock of the Company.
Pursuant to Section 607.0704 of the Florida Business Corporation Law, the
Company is required to provide prompt notice of the taking of the corporate
action without a meeting to the stockholders of record who have not consented in
writing to such action. This Information Statement is intended to provide such
notice. No dissenters' or appraisal rights under the Florida Law are afforded
to the Company's stockholders as a result of the approval of the Proposal.
PROPOSAL TO EFFECTUATE A 100-FOR-1 REVERSE STOCK SPLIT
GENERAL
On August 31, 2000 the Board of Directors approved, subject to stockholder
approval, an Amendment to the Company's Certificate of Incorporation to
effectuate a 100-for-1 reverse stock split of the presently issued and
outstanding shares of common stock. On August 31, 2000, the Proposal was
approved by written consent of holders of a majority of the Company's Common
Stock.
REVERSE STOCK SPLIT
On August 31, 2000, the Board of Directors of the Company approved,
declared it advisable and in the Company's best interests and directed that
there be submitted to the holders of a majority of the Company's Common Stock
for action by written consent the proposed amendment to Article 4 of the
Company's Certificate of Incorporation to effectuate a 100-for-1 reverse stock
split of the presently issued and outstanding shares of common stock. The Board
of Directors has fixed the close of business on September 1, 2000 as the record
date for the determination of shareholders who are entitled to give consent and
receive this information statement. As of the Record Date, the Company had
outstanding 50,000,000 shares of Common Stock held by approximately 90
shareholders of record. After the reverse stock split, there will be 500,000
shares of common stock issued and outstanding.
The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
Common Stock in an amount adequate to provide for the Company's future needs.
The additional shares also will be available for issuance from time to time by
the Company in the discretion of the Board of Directors, normally without
further stockholder action (except as may be required for a particular
transaction by applicable law, requirements of regulatory agencies or by stock
exchange rules), for any proper corporate purpose including, among other things,
future acquisitions of property or securities of other corporations, stock
dividends, stock splits, stock options, convertible debt and equity financing.
The availability of additional authorized but unissued shares will be achieved
by effectuating a 100-for-1 reverse stock split of the presently issued and
outstanding common stock. This step is necessary, in the judgment of the Board
of Directors, in order to attract potential new equity capital and carry out the
Company's business objectives.
CERTAIN MATTERS RELATED TO THE PROPOSAL
The Amendment will become effective upon filing the Amendment to the
Company's Certificate of Incorporation, anticipated to be approximately 21 days
after this Information Statement has been distributed to the Company's
stockholders.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of each class of the Company's voting
securities as of September 1, 2000, by (a) each beneficial owner of more than 5%
of the Company's Common Stock, (b) the executive officers of the Company; (c)
each director of the Company and (d) all directors and executive officers of the
Company as a group. Except as otherwise indicated, each person has sole voting
and investment power with respect to all shares shown as beneficially owned,
subject to community property laws where applicable.
<TABLE>
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<S> <C> <C> <C>
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
--------------------------------- --------------------- --------------------- ----------------
Common Stock Alan Painter (2)
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 47,704,773 (1) 95.4%
Common Stock Helen Gibbel (2)
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 47,704,773 (1) 95.4%
Common Stock David H. Foran
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 110,000 less than 1 %
Common Stock Steven Tieu
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 70,000 less than 1 %
Common Stock Nancy Sheo
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 50,000 less than 1 %
Common Stock John Mills
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 - 0 - less than 1 %
Common Stock George Ulrich
4609 New Horizon Drive, Unit 8
Bakersfield, CA 93313 - 0 - less than 1 %
All Officers and
Directors as a
Group (7 Persons) 47,934,773 (1) 95.8 %
--------------------- ---------------------
</TABLE>
(1) Includes 47,704,773 shares of common stock held in the name of Pacific
Charter Financial Services Corporation, of which Mr. Painter and Ms. Gibbel are
the controlling shareholders.
(2) Mr. Painter and Ms. Gibbel are married.
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The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dave Foran
____________________________________
By: Dave Foran
Its: Chief Financial Officer,
Director
September 11, 2000
Bakersfield, California
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